Merchandise 2.01 Completion of Acquisition or Disposition of Belongings.
As beforehand reported, on December 29, 2022, sure subsidiaries
(collectively, the "Vendor") of CIM Actual Property Finance Belief, Inc. (the
"Firm" or "CMFT") entered into an Settlement of Buy and Sale, as amended
(the "Buy and Sale Settlement"), with sure subsidiaries of Realty Earnings
Company (NYSE: O) (the "Purchaser"). The Purchaser is just not affiliated with
the Vendor. Beneath the phrases of the Buy and Sale Settlement, the Vendor
agreed to promote to the Purchaser 185 single-tenant internet lease properties
encompassing roughly 4.6 million gross rentable sq. toes of business
house throughout 34 states for complete consideration of $894.0 million (the "Buy
Value"), to be paid in money.
The sale of 151 properties beneath contract on the market pursuant to the Buy and
Sale Settlement closed on March 22, 2023 for complete consideration of $779.0
million. The sale of the remaining properties pursuant to the Buy and Sale
Settlement is anticipated to shut throughout the second quarter of 2023, though no
assurance may be made that the Firm will full the sale of the remaining
properties inside that timeframe, or in any respect.
After the overall reimbursement and defeasance of roughly $369.4 million of debt
and $4.2 million of transaction prices, the Firm will redeploy the web sale
proceeds into investments in senior secured loans and credit score leases, constant
with its core enterprise technique as a credit-focused actual property funding
belief.
Merchandise 9.01 Monetary Statements and Reveals.
Explanatory Word
Pursuant to the necessities of the Securities Change Act of 1934, as amended,
the Firm is offering the professional forma monetary data required by Merchandise
9.01 associated to the sale of 151 properties on March 22, 2023 (the "Preliminary
Closing"), and the proposed sale of the remaining properties, which is anticipated
to shut throughout the second quarter of 2023 (the "Proposed Closing"), though no
assurance may be made that the Firm will full the sale of the remaining
properties inside that timeframe, or in any respect.
The accompanying unaudited professional forma condensed consolidated steadiness sheet of the
Firm as of September 30, 2022 is introduced as if the Preliminary Closing and the
Proposed Closing had occurred on September 30, 2022. The accompanying unaudited
professional forma condensed consolidated statements of operations of the Firm for the
9 months ended September 30, 2022 and for the yr ended December 31, 2021
are introduced as if the Preliminary Closing and the Proposed Closing had occurred on
January 1, 2021.
The accompanying unaudited professional forma condensed consolidated monetary statements
replicate all changes that, within the opinion of administration, are essential to
current pretty the professional forma monetary place and outcomes of operations of the
Firm as of and for the intervals indicated; nonetheless, the accompanying unaudited
professional forma condensed consolidated monetary statements should not supposed to be
indicative of the monetary place or outcomes of operations that might have
truly occurred nor do they purport to signify the monetary place or
outcomes of operations for future intervals. The retrospectively adjusted monetary
place and outcomes of operations for the indicated intervals when reported in
the post-sale periodic experiences might differ from the professional forma monetary
statements introduced herein. The unaudited professional forma condensed consolidated
monetary statements must be learn along with the historic
consolidated monetary statements and notes accompanying the Firm's Quarterly
Report on Kind 10-Q for the 9 months ended September 30, 2022 and the
Firm's Annual Report on Kind 10-Okay for the yr ended December 31, 2021. The
unaudited professional forma condensed consolidated statements of operations don't
embrace the influence of any methods that administration might have thought-about in
order to effectively handle the Firm's operations had the sale occurred on
January 1, 2021. Professional forma changes haven't been made within the accompanying
professional forma condensed consolidated statements of operations of the Firm for the
estimated achieve on disposition ensuing from the sale, for any reimbursements or
funds ensuing from the sale, or for the usage of proceeds ensuing from the
sale.
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Monetary Statements and Reveals
(b) Professional Forma Monetary Data
Professional Forma Condensed Consolidated Stability Sheet as of September 30, 2022
(Unaudited)
4
Professional Forma Condensed Consolidated Assertion of Operations for the 9 Months Ended
September 30, 2022 (Unaudited)
5
Professional Forma Condensed Consolidated Assertion of Operations for the Yr Ended
December 31, 2021 (Unaudited)
6
Notes to Professional Forma Condensed Consolidated Monetary Statements (Unaudited)
7
(c) Shell Firm Transactions
None
(d) Reveals
3
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CIM REAL ESTATE FINANCE TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2022
(in 1000's, besides share and per share quantities) (Unaudited)
Disposition Transaction Accounting
Changes
Proposed
As Reported Preliminary Closing Closing Professional - Forma
(a) (b) (b)
ASSETS
Actual property property:
Land $ 585,100 $ (221,287) $ (17,716) $
346,097
Buildings, fixtures and enhancements 1,479,525 (542,479) (51,672)
885,374
Intangible lease property 279,806 (98,472) (13,336)
167,998
Condominium developments 153,569 - -
153,569
Whole actual property property, at price 2,498,000 (862,238) (82,724)
1,553,038
Much less: amassed depreciation and amortization (258,216) 103,999 12,604
(141,613)
Whole actual property property, internet 2,239,784 (758,239) (70,120)
1,411,425
Investments in unconsolidated entities 132,375 - -
132,375
Actual estate-related securities ($470,121 held at truthful worth) 470,121 - -
470,121
Loans held-for-investment and associated receivables, internet 4,022,726 - -
4,022,726
Much less: Present anticipated credit score losses (29,584) - -
(29,584)
Whole loans held-for-investment and associated receivables, internet 3,993,142 - - 3,993,142 Money and money equivalents 124,836 401,586 (c) 84,411 (d) 610,833 Restricted money 62,941 (321) - 62,620 Rents and tenant receivables, internet 32,957 (11,400) (3,581)
17,976
Pay as you go bills, spinoff property and different property 52,410 (287) (54) 52,069 Deferred prices, internet 16,212 - (11) 16,201 Whole property $ 7,124,778 $ (368,661) $ 10,645 $ 6,766,762 LIABILITIES AND STOCKHOLDERS' EQUITY Repurchase amenities, notes payable and credit score amenities, internet $ 4,358,187 $ (369,442) (e) $ - $
3,988,745
Accrued bills and accounts payable 29,390 (2,585) (63) 26,742 Because of associates 14,556 - - 14,556 Intangible lease liabilities, internet 19,512 (3,785) (834) 14,893 Distributions payable 13,337 - - 13,337 Deferred rental earnings, spinoff liabilities and different liabilities 8,436 (2,540) (91) 5,805 Whole liabilities 4,443,418 (378,352) (988) 4,064,078 Commitments and contingencies Redeemable widespread inventory 169,748 - - 169,748 STOCKHOLDERS' EQUITY Most well-liked inventory, $0.01 par worth per share - - - - Widespread inventory, $0.01 par worth per share 4,373 - -
4,373
Capital in extra of par worth 3,529,404 - -
3,529,404
Gathered distributions in extra of earnings (1,000,420) 9,691 (f) 11,633 (f)
(979,096)
Gathered different complete loss (21,737) - - (21,737) Whole stockholders' fairness 2,511,620 9,691 11,633 2,532,944 Non-controlling pursuits (8) - - (8) Whole fairness $ 2,511,612 $ 9,691 $ 11,633 $ 2,532,936 Whole liabilities, redeemable widespread inventory, non-controlling pursuits and stockholders' fairness $ 7,124,778 $ (368,661) $ 10,645 $ 6,766,762
The accompanying notes are an integral a part of these unaudited professional forma
condensed consolidated monetary statements.
4
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CIM REAL ESTATE FINANCE TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the 9 Months Ended September 30, 2022
(in 1000's, besides share and per share quantities) (Unaudited)
Disposition Transaction Accounting
Changes
9 Months
Ended
9 Months Ended September 30,
September 30, 2022 Proposed 2022
As Reported Preliminary Closing Closing Professional - Forma
(a) (b) (b)
Revenues:
Rental and different property earnings $ 170,803 $ (45,230) $ (5,063) $ 120,510 Curiosity earnings 142,669 - - 142,669 Whole revenues 313,472 (45,230) (5,063) 263,179 Working bills: Common and administrative 10,590 (19) (2) 10,569 Property working 17,408 (1,223) (197) 15,988 Actual property tax 10,530 (2,095) (168) 8,267 Expense reimbursements to associated events 10,899 - - 10,899 Administration charges 39,613 (507) (c) (85) (c) 39,021 Transaction-related 462 (1) - 461 Depreciation and amortization 54,104 (18,714) (1,778) 33,612 Actual property impairment 19,814 (62) - 19,752 Improve in provision for credit score losses 15,315 - - 15,315 Whole working bills 178,735 (22,621) (2,230) 153,884 Acquire on disposition of actual property and condominium developments, internet 118,135 - - 118,135 Working earnings 252,872 (22,609) (2,833) 227,430 Different expense: Acquire on funding in unconsolidated entities 8,858 - -
8,858
Unrealized loss on fairness safety (15,440) - -
(15,440)
Curiosity expense and different, internet (98,453) 7,864 (d) 293
(90,296)
Loss on extinguishment of debt (19,584) 193 (e) - (19,391) Whole different expense (124,619) 8,057 293 (116,269) Web earnings 128,253 (14,552) (2,540) 111,161 Web earnings allotted to noncontrolling curiosity 66 - - 66 Web earnings attributable to the Firm $ 128,187 $ (14,552) $ (2,540) $
111,095
Weighted common variety of widespread shares excellent: Primary and diluted 437,339,348 - - 437,339,348 Web earnings per widespread share: Primary and diluted $ 0.29 $ - $ - $ 0.25
The accompanying notes are an integral a part of these unaudited professional forma
condensed consolidated monetary statements.
5
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CIM REAL ESTATE FINANCE TRUST, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Yr Ended December 31, 2021
(in 1000's, besides share and per share quantities) (Unaudited)
Disposition Transaction Accounting
Changes
Yr Ended Yr Ended
December 31, 2021 Preliminary Proposed December 31, 2021
As Reported Closing Closing Professional - Forma
(a) (b) (b)
Revenues:
Rental and different property earnings $ 295,164 $ (43,096) $ (6,425) $ 245,643 Curiosity earnings 70,561 - - 70,561 Whole revenues 365,725 (43,096) (6,425) 316,204 Working bills: Common and administrative 15,078 (17) - 15,061 Property working 47,559 (1,162) (288) 46,109 Actual property tax 34,943 (2,015) (223) 32,705 Expense reimbursements to associated events 11,624 - - 11,624 Administration charges 47,020 (522) (c) (96) (c) 46,402 Transaction-related 315 (6) - 309 Depreciation and amortization 95,190 (16,236) (2,363)
76,591
Actual property impairment 18,078 - -
18,078
Improve in provision for credit score losses 2,881 - -
2,881
Whole working bills 272,688 (19,958) (2,970)
249,760
Acquire on disposition of actual property and condominium developments, internet 83,045 - -
83,045
Merger-related bills, internet (1,404) - - (1,404) Working earnings 174,678 (23,138) (3,455) 148,085 Different expense: Acquire on funding in unconsolidated entities 606 - -
606
Curiosity expense and different, internet (83,899) 4,698 (d) 140
(79,061)
Loss on extinguishment of debt (4,895) - -
(4,895)
Whole different bills (88,188) 4,698 140 (83,350) Web earnings 86,490 (18,440) (3,315) 64,735 Web earnings allotted to noncontrolling curiosity - - -
–
Web earnings attributable to the Firm $ 86,490 $ (18,440) $ (3,315) $
64,735
Weighted common variety of widespread shares excellent: Primary and diluted 365,726,453 - -
365,726,453
Web earnings per widespread share: Primary and diluted $ 0.24 $ - $ - $ 0.18
The accompanying notes are an integral a part of these unaudited professional forma
condensed consolidated monetary statements.
6
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
TRANSACTION ACCOUNTING ADJUSTMENTS
The transaction accounting changes are primarily based on our preliminary estimates and assumptions which can be topic to alter. The next changes have been mirrored within the unaudited professional forma condensed consolidated monetary data:
Changes to the Unaudited Professional Forma Condensed Consolidated Stability Sheet as
of September 30, 2022
(a)Displays the Firm's historic unaudited condensed consolidated steadiness sheet as of September 30, 2022, which was included within the Firm's Quarterly Report on Kind 10-Q, as filed with the Securities and Change Fee (the "SEC") on November 14, 2022.
(b)Displays the Firm’s property-level historic monetary place associated
to the properties concerned in every of the Preliminary Closing and the Proposed
Closing as of September 30, 2022, apart from sure of the professional forma
changes described under which can be a direct results of the transaction.
Money and money equivalents
(c)Displays the $779.0 million in complete consideration acquired beneath the Preliminary Closing, much less sure different quantities together with, however not restricted to, the following: the reimbursement of $105.8 million on the secured first lien mortgage mortgage, the authorized defeasance of a $23.7 million mortgage observe in reference to the disposition of the underlying properties, the reimbursement of $240.0 million on the credit score facility, and $3.7 million in sure transaction prices.
(d)Displays the $84.9 million in complete consideration anticipated to be acquired
beneath the Proposed Closing, much less sure different quantities together with, however not
restricted to, sure transaction prices of $430,000.
Repurchase amenities, notes payable and credit score amenities, internet
(e)Displays sure quantities repaid beneath the Preliminary Closing as mentioned in (c) above, together with, however not restricted to, the next: the reimbursement on the secured first lien mortgage mortgage, the authorized defeasance of a mortgage observe in reference to the disposition of the underlying properties and the reimbursement of the credit score facility. Additionally displays the adjustment of the deferred financing prices associated to such debt.
Gathered distributions in extra of earnings
(f)Displays the estimated internet improve in fairness ensuing from the Preliminary
Closing and the Proposed Closing.
Changes to the Unaudited Professional Forma Condensed Consolidated Statements of
Operations for the 9 Months Ended September 30, 2022 and the Yr Ended
December 31, 2021
(a)Displays the historic unaudited condensed consolidated statements of operations for the 9 months ended September 30, 2022 and the yr ended December 31, 2021, which have been included within the Quarterly Report on Kind 10-Q, as filed with the SEC on November 14, 2022, and the Annual Report on Kind 10-Okay, as filed with the SEC on March 31, 2022, respectively.
(b)Displays the Firm’s property-level historic outcomes of operations
associated to the properties concerned within the Preliminary Closing and the Proposed
Closing for the 9 months ended September 30, 2022, and the Firm’s
property-level historic outcomes of operations associated to the properties
concerned within the Preliminary Closing and the Proposed Closing for the yr ended
December 31, 2021, besides the professional forma changes described under which can be a
direct results of the transaction.
Administration charges
(c)Displays changes to CMFT's administration payment throughout the intervals introduced, which has been pro-rated primarily based on common fairness beneath administration pursuant to the Firm's Amended and Restated Administration Settlement with CIM Actual Property Finance Administration, LLC, the Firm's exterior supervisor, as if the Preliminary Closing and the Proposed Closing had occurred January 1, 2021.
Curiosity expense and different, internet
(d)Displays diminished curiosity expense because of sure debt repayments
associated to the properties concerned within the Preliminary Closing, together with, however not
restricted to, the next: the reimbursement on the secured first lien mortgage
mortgage, the authorized defeasance of a mortgage observe in reference to the disposition
of the underlying properties and the reimbursement of the credit score facility. For
sure phrases of CMFT's debt excellent, see Word 9 - Repurchase Amenities,
Credit score Amenities, and Notes Payable to the condensed consolidated monetary
statements within the Firm's Quarterly Report on Kind 10-Q for the 9
7
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CIM REAL ESTATE FINANCE TRUST, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
months ended September 30, 2022 and the Firm’s Annual Report on Kind 10-Okay for
the fiscal yr ended December 31, 2021.
Loss on extinguishment of debt
(e)Displays a diminished loss on extinguishment of debt throughout the 9 months
ended September 30, 2022 that was acknowledged in relation to sure debt
repayments associated to the properties concerned within the Preliminary Closing.
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